It is mandatory for every company incorporated in India whether public or private to file the various e-Forms along with the necessary documents with the Registrar of Companies.
Annual filing of the company includes all the documentation related to the filing of financial statements and Annual return which consists of information that includes the Financial Statements of the company, Certifications(if any) Registered Office Address, Shares and Debenture details, Register of Members, Debt details and information about the Management of the Company. The annual return would also disclose the shareholdings structure of the Company, changes in Directorship and details of the transfer of securities.
1. Form MGT-7- Annual Return
Registered office details of the company, particulars of its holdings, principal business activities and associate companies
Debentures, share and other securities and shareholding pattern
Debenture holders and members along with changes
Directors, Promoters, key managerial personnel along with changes
Director’s remuneration and key managerial personnel;
Punishment or penalty imposed on the company, its officers or director and details of compounding of offenses as well as appeals made against such penalty/ punishment
Certification of compliance matters
A pattern of the shareholding of the company and such other matters as required in the form
2. Form AOC-4 – Financial Statements & Other Documents
Mostly all companies file its financial statements and relevant attachments using Form AOC-4 each year. If the financial statements of the company are not adopted in an Annual General Meeting then un-adopted financial statements should be filed within 30 days of the date of AGM.
On the other hand, if the financial statements are adopted by the company then the adopted financial statements must be filed within 30 days of the AGM. Apart from this, if the company needs to revise the financial statement or Board’s report then revised financial statements can also be filed using form AOC-4.
Change of Name
The name of a company or LLP can be changed by the promoters at anytime after incorporation. Some of the major reasons for change of company name are business model change, change of promoters, re branding, etc., To change the name of a company, shareholders approval is required along with approval from the Ministry of Corporate Affairs. The change of name of a company or LLP however has no impact on the legal entity or its existence. Hence, all assets and liabilities of the entity would continue, while only the name of the company would have been changed.
Change of company name requires passing of a board resolution, obtaining name approval from MCA, passing of a special resolution and applying for approval of new company name to the MCA. If the MCA accepts the application, a new certificate of incorporation is issued. After obtaining the new certificate of incorporation, changes must be made to incorporate and change the MOA and AOA of the company as well.
Regd office change
The registered office of a Company or LLP is the principle place of business for a private / public limited company and all official correspondence from the Ministry of Corporate Affairs is sent to this location. The registered office of a Company or LLP can be changed within the local limits of any city, town or village where such office is situated by just giving a notice to the concerned Registrar within 30 days after the date of the change. But a special resolution will be required if the change of the registered office is from one village, town, etc., in the same state. Where the place of registered offices is to be altered from one State to another State, the Company or LLP may do so by passing special resolution and getting confirmation of the Company Law Board. The Company or LLP is also required to give an advertisement in the newspapers indicating the change proposed to be made and also a notice is to be given to the State Government when it is proposed to transfer the registered office from one State to another.
A change to the registered business office address can be required due to various reasons. Further, the formalities and process for changing the Registered Office of the Company or LLP will depend on if the Company or LLP is changing address within the same city/town/village or if the Company is changing address between city/town/village of if the Company is changing the Registered Office between States
Director of a company is a person elected by the shareholders for managing the affairs of the company as per the Memorandum of Association and Articles of Association of the company. Since a company is an artificial judicial person created by law, it can only act through the agency of natural persons. Thus, only living persons can be Directors of a company and the management of a company is entrusted to the Board of Directors. Appointment of Directors can be required for a company from time to time based on the requirements of the shareholders of the business.
To appoint a director, the person proposing to become a Director must obtain a digital signature certificate (DSC) and director identification number (DIN). DIN can be obtained for any person who is above the age of 18. The nationality or residency status of the DIN applicant does not matters. Hence, Indian Nationals, Non-Resident Indians and Foreign Nationals can obtain DIN and be appointed as Director of a company in India.
Resignation of Director
Director of a company is a person elected by the shareholders for managing the affairs of the company as per the Memorandum of Association and Articles of Association of the company. Director in a company may need to resign or the Board of Directors or Shareholders may want to remove a Director for any reasons. In such cases, a Director can resign or be removed by filing the intimation of change of Director with MCA.
The procedure for resignation of director and removal of Director by the Board or Shareholders vary. A Director can resign from a company by giving a notice in writing to the company and the Board is required to file the necessary filings with MCA within 30 days. A Director can also send a copy of the resignation letter to the ROC directly by filing a different set of forms.
Increase In Authorized Capital
The authorized capital of a Company determines the number of shares a Company can issue to its shareholders. An increase in authorized capital might be required for issuing new shares and/or inducting more capital into the Company. The initial authorized capital of the Company is mentioned in the Memorandum of Association of the Company and is usually Rs. 1 lakh. The authorized capital can be increased by the company at anytime with shareholders approval and by paying additional fee to the Registrar of Companies.
To begin the process for increasing authorized capital a resolution must be passed by the Board of Directors. In the Board Resolution, authorization must be provided for increasing the authorized capital of the company and making the necessary changes to the MOA and AOA of the company.
Company Share Transfer
The ownership of a company limited by shares is held by the shareholders of the Company. The shareholders in turn appoint Directors to manage the affairs of the Company. Hence, ownership of a company rests with the shareholders and not the Directors. Transfer of ownership of a company can therefore be accomplished by transferring shares of the company from one person or entity to another. Share transfer in a private limited company is usually more restricted when compared to a listed company that is publicly traded. The entire shares of a private limited company are usually owned by a family or a small group of persons or entities. Hence, most of the Articles of Association of a Private Limited Company limit the right of a shareholder to transfer the company's shares to an outsider. Therefore, it is important to review the Articles of Association of the Company prior to effecting a share transfer.
Memorandum of Association Amendment
Memorandum of Association of a Company sets down the constitution of a company including the permitted range of activities of the company, state of incorporation, type of company, capital clause, liability clause and more. Changes to Memorandum of Association of a company can be required while changing name of a company, changing registered office from state to state. alteration of objects clause, alteration of capital clause or increase of authorized capital. Changes to the Memorandum of Association of a company would require the passing of a special resolution and shareholders consent.